Since joerg asked for publishing this, here it is (the original mail went to council, techstaff and board):

Dear new councilors and juiceme,

first of all, since this is my first official mail to the new Council, a very warm welcome, I'm glad to see each of you made it! This will be a long read but I believe it's worth to mention.

As new councilors you are facing the change of our communitys legal entity, again. Hopefully, this time for good. From some comments on what council is, I read that it has not been made clear what council is and what it is going to be in the future.

Councils' wiki-page still states that With the MC eV, Council remains the representative for community, the associated members. Only thing that changes is that it's not directed towards some 3rd party anymore but the MC eV itself, which it is an entity of. So since we are self-organized now, how much sense would it make to simply replace Nokia by HiFo/MC eV? Isn't the conduit-role somewhat obsolete by now since all "HiFo/MC eV-generated information" comes from and is adressed to our own self-governed organization?

Probably not if you want to believe "the original Mamo Community Council" still lives on outside of, or, is and always will be unrelated to any such entity. Then you are probably also questioning the referendum held last year:
Please note that two very respected community members were sacrificed for this.

On the other side, you could accept the fact that there simply is no way around having all our organizations departments act within a self(!)defined ruleset. MC eV Bylaws + General regulations will be the fundament and roof of all our activity and national/EU laws plus the Nokia agreement will be the walls, if you will.

Please review the diagramm that reflects the MC e.V.'s organization (final update):

*1) Board may change bylaws by unanimous decision
*2) General Assembly may change bylaws by 2/3 majority
*3) General Assembly may change General Regulations incl. Council Election Rules by 2/3 majority

Please review the tmo-thread, I suggested different models:
http://talk.maemo.org/showthread.php?t=91155&page=6

legal docs:
Satzung/Bylaws: https://etherpad.mozilla.org/AMabik4zeD
Vereinsordnung/General Regulations: https://etherpad.mozilla.org/imtFYfpUKK
Vorstands-Geschäftsordnung/Board Regulations: https://etherpad.mozilla.org/uwQXMscA2n

Now what's the new situation with MC eV in place instead of HiFo?
- board consists of at least 3 instead of 5 or 7 directors
- additionally to the community (associated members), a new body, the General Meeting (regular members) is established. This is the point of contact for community to engage and show responsible or operate on communitys' behalf; democracy becomes live here.
- bylaws may not only be altered by 2/3 majority of the board, but also by 2/3 majority of the General Meeting. Since General Meeting established the bylaws, they HAVE to remain authority over them, by law.
- regular members are accepted by board upon request
- regular members only are eligible to candidate AND vote for board
- council election rules remain the same, plus
- election rules may not only be altered by community-referendum but also by 2/3 majority of the General Meeting (And I may even support an initiative that gives Council the same right directly, not only through referendum, if it's decided by General Meeting)

Why didn't we simply use HiFo bylaws for the MC eV?
Like for any other "Verein" (in the US as well as in many other countries), there HAS to be a General Meeting once a year or so, by law (HiFos only members so far are board ). That's the base of every association and supposedly they shall be the ultimate force since they funded the whole thing. This OTOH, excludes a major part of community (associated members) from electing and being elected for board, since accepting all ~60.000 user accounts as regular members wouldn't be an option for organizational reasons and there was consensus that this was the right way to go.

While this, from a conspirational POV, may come across as somewhat segregative, the MC eV invites and encourages everybody to participate and become regular member. The approach is to have a strong General Meeting, including all active members esp. the volunteers on all levels (board, council, techstaff, sysops, maintainers...). They may only vote for board once per year but are also free to decide whatever they agree upon by 2/3 majority anytime. Community power accumulates here, its' even superior over board and council in major regards.

Founding HiFo had the same aim to create a home for our community, but for some strange reason that attempt went terribly wrong. Please think about it, HiFo board is supposed to consist of 5 or 7 directors. 7 directors... how much more community-participation could you ask for? Probably noone understood how it should work and just believed that those guys will do all the heavy lifting anyways. But too late, HiFo very soon was perceived as an obstacle rather than a partner, basically for two reasons, SD69 seemed to appear not as cooperative or responsive as one would expect and joerg forcing the confrontation:
http://talk.maemo.org/showthread.php?t=89280

However, from this conversation on (at the latest) the partnership of Council and HiFo was poisoned, things escalated and after some sour times later, Woody finally resigned. This basically ruined HiFo since he was a spinal nerve if you will. He was a founder, held the bank account and has more knowledge about legal backgrounds in the US incl. taxes and
other obligations than anybody else (since we already scared off SD69). And I don't blame them (anymore).
Woodys' resignation:
http://talk.maemo.org/showthread.php?t=92438

But all lamenting doesn't help now, we can only draw our conclusions and help make the MC eV a success by doing better now. I have put all my efforts in the layout of MC eV's legal documents in order to provide a solid ground for our community and HiFo has spent ~500 Euro for charges and legal advise on that. Please let this money be well spent and do something good with the options at hand.

My suggestion at this point would be to hold a referendum that does the following:
- specify council duties so that it remains the major active party of community work AND honours the fact that Nokia got replaced by our own community organization, not only in regards to board
- rework council election rules incl. §6 (professional interests) and honoring the fact that Karma system is borked ATM, which results in inaccurate calculation of electorate and candidates. This may serve as an interim solution in hope of Karma system being repairable.

I mean, practically, you could also convince the General meeting to do so, given you're accepting MC eV rules; but in this particular case, a referendum may indeed be more appropriate since the change would be a major one.

I hope all this will be helpful to better understand what's going on. If any questions arise, esp. about the MC eV, please ask.

Best regards
--
Gido Griese/Win7Mac